고려아연 사례로 살펴본 경영권 분쟁과 기업지배구조에 대한 고찰

This study examines the Korea Zinc and Youngpoong-MBK Partners management dispute and identifies key issues related to corporate governance and corporate defense mechanisms. This study first reviews previous research on management protection measures and presents both perspectives on the necessity of defense mechanisms. The opposing viewpoint argues that mergers and acquisitions (M&A) function as an external corporate governance mechanism that can enhance corporate value, and thus, management defense mechanisms may hinder these activities. On the other hand, proponents highlight the vulnerability of South Korean companies to hostile takeovers due to the relative ease of attacks and the lack of sufficient defense measures. They argue that implementing protective measures can enable management to focus on stable operations and long-term investments. Additionally, this study examines the key indicators outlined in the “Corporate Governance Guidelines” for improving governance structures. The Korea Exchange’s guidelines aim to enhance corporate governance and serve as a transparency benchmark; however, simply meeting key indicator compliance rates does not necessarily equate to strong corporate governance. Furthermore, the Korea Zinc case has triggered various legal and institutional discussions, including the potential adoption of cumulative voting and the expansion of financial-industrial separation regulations. By discussing these issues, this study seeks to provide meaningful insights for academia and industry practitioners while contributing to the development of policy directions for improving corporate governance structures and strengthening management protection systems in the future.